Thacker & Co. Ltd. — Proxy Solicitation & Information Statement 2025

Nov 1, 2025

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01[st] November, 2025

The Manager, Corporate Relationship Department, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001.

Ref: Scrip Code- 509945

Dear Sir/Madam,

Subject : Corrigendum to the Notice of Postal Ballot dated 27[th] October, 2025 of Thacker and Company Limited dispatched to its members on 30[th] October, 2025.

In continuation to our earlier intimation dated 30[th] October, 2025, we are submitting herewith the Corrigendum to the Notice of Postal Ballot dated 27[th] October, 2025. The Corrigendum is being issued to provide additional disclosure required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) pursuant to Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 issued by the Securities and Exchange Board of India dated 26[th] June, 2025, in connection with the Material Related Party Transaction proposed in Item No. 1 of the Notice of Postal Ballot dated 27[th] October, 2025.

The Corrigendum shall form an integral part of the Notice of Postal Ballot already circulated to the members of the Company. Accordingly, the Notice of Postal Ballot shall always be read in conjunction with the Corrigendum.

All concerned members and other stakeholders are requested to take note of the above. Except as modified by the enclosed Corrigendum, all other contents of the Notice of Postal Ballot shall remain unchanged.

Accordingly, the Corrigendum is being sent only through electronic mode to those Members whose email address is registered with the Company / depository participant(s) as on the cut-off date i.e. Friday, 24[th] October, 2025.

The enclosed corrigendum is also available on the website of the Company at www.thacker.co.in.

Kindly acknowledge the receipt and take the same on your record.

Thanking you,

Yours Faithfully,

For Thacker and Company Limited

Siddhi Digitally signed by Siddhi Dilip Kul Date: 2025.11.01 Dilip Kul 17:12:11 +05'30'

Siddhi Kul Company Secretary and Compliance Officer ICSI Membership No.: A76672 Encl.: As Above

Regd. Off.: Bhogilal Hargovindas Building, Mezzanine Fl.18/20,K.Dubhash Marg, Mumbai-400001, India Corporate Office: Jatia Chambers, 60 Dr. V.B.Gandhi Marg, Mumbai-400001, India Tel: 91-22-43553333, Fax: +91-22-2265 8316

Web-Site: www.thacker.co.in , E-mail: thacker@thacker.co.in CIN No. : L21098MH1878PLC000033 GST No. : 27AAACT3200A1Z7

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THACKER AND COMPANY LIMITED

Regd. Off.: Bhogilal Hargovindas Building, Mezzanine Fl.18/20,K.Dubhash Marg, Mumbai-400001, India CIN No. : L21098MH1878PLC000033 Tel: 91-22-43553333, Fax: +91-22-2265 8316 Web-Site: www.thacker.co.in E-mail: thacker@thacker.co.in

CORRIGENDUM TO THE NOTICE OF POSTAL BALLOT DATED 27[TH] OCTOBER, 2025

This Corrigendum is issued in continuation of the Postal Ballot Notice dated 27[th] October, 2025, along with the Explanatory Statement, circulated to all Members of Thacker and Company Limited (“the Company”) on 30[th] October, 2025, pursuant to the provisions of Section 108 read with Section 110 and other applicable provisions of the Companies Act, 2013 (“the Act”), Rule 22 of the Companies (Management and Administration) Rules, 2014, Secretarial Standard on General Meetings (SS-2), and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), seeking Members’ approval for the Material Related Party Transaction with Biodegradable Products India Limited through remote e-voting conducted from Friday, 31[st] October, 2025 (09:00 a.m. IST) to Saturday, 29[th] November, 2025 (05:00 p.m. IST).

This Corrigendum is being issued to provide additional disclosure required under the SEBI Listing Regulations, pursuant to Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 issued by the Securities and Exchange Board of India on 26[th] June, 2025, in connection with the Material Related Party Transaction proposed in Item No. 1 of the Postal Ballot Notice dated 27[th] October, 2025. The relevant disclosure, as required under the aforesaid SEBI Circular, is now being provided through this Corrigendum as set out in the Annexure hereto.

This Corrigendum shall form an integral part of the Postal Ballot Notice already circulated to the Shareholders of the Company. Accordingly, the Postal Ballot Notice shall always be read in conjunction with this Corrigendum.

All concerned members and other stakeholders are requested to take note of the above. Except as modified by this Corrigendum, all other contents of the Postal Ballot Notice shall remain unchanged.

Accordingly, this corrigendum is being sent only through electronic mode to those Members whose email address is registered with the Company / depository participant(s) as on the cut-off date i.e. Friday, 24[th] October, 2025.

This Corrigendum is also available on the website of the Company at https://www.thacker.co.in/.

For Thacker and Company Limited

Date: 01.11.2025 Place: Mumbai

Siddhi Kul Company Secretary and Compliance Officer (ICSI Membership No.: A76672)

ANNEXURE

The details required as under the SEBI Listing Regulations in connection with the Material Related Party Transaction are given below (Pursuant to the Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 issued by the Securities and Exchange Board of India on 26[th] June, 2025)

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Sr. No. Particulars of the information Information provided by the
management
A(1). Basic details of the related party:
1. Name of the Related Party Biodegradable Products India Limited
2. Country of incorporation of the related party India
3. Nature of business of the related party The Company is primarily engaged in
the business of Tissue culture lab,
Plantation and Developing investment
property etc.
A(2). Relationship and ownership of the related party:
1. Relationship between the listed  Biodegradable Products India
entity/subsidiary (in case of transaction Limited is part of the Promoter
involving the subsidiary) and the related party – Group of the Company.
including nature of its concern (financial or
otherwise) and the following:  Common Directors: Mr. Arunkumar
Jatia and Mr. Surendra Kumar
 Shareholding of the listed entity/ Bansal.
subsidiary (in case of transaction
involving the subsidiary), whether direct  Mr. Arunkumar Jatia holds 45.74%
or indirect, in the related party. of the equity share capital of
Biodegradable Products India
 Where the related party is a partnership Limited.
firm or a sole proprietorship concern or
a body corporate without share capital,  Thacker and Company Limited
then capital contribution, if any, made holds 2 Equity Shares (0.00% of
by the listed entity/ subsidiary (in case Equity Share Capital) and 5
of transaction involving the subsidiary). Preference Shares (0.00% of
Preference Share Capital) of
 Shareholding of the related party, Biodegradable Products India
whether direct or indirect, in the listed Limited.
entity/ subsidiary (in case of transaction
involving the subsidiary).  Biodegradable Products India
Limited does not hold any shares in
Explanation: Indirect shareholding shall mean Thacker and Company Limited.
shareholding held through any person, over
which the listed entity/Subsidiary/ related party
has control.
While calculating indirect shareholding,
shareholding held by relatives shall also be
considered.
A(3). Details of previous transactions with the related party:
1. Total amount of all the transactions undertaken Rs.240 Lakhs
by the listed entity or subsidiary with the related
party during the last financial year:
S. Name Nature of FY-
No Transactions 2024-
2025
(Rs. In
Lakhs)
1 Thacker and Inter-corporate 230
Company Deposit
Limited
2 Fujisan Inter-corporate 10
Technologies Deposit
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Limited
(Wholly
Owned
Subsidiary
Company)
Explanation: Details need to be disclosed
separately for listed entity and its subsidiary.
2. Total amount of all the transactions undertaken Rs. 300 Lakhs
by the listed entity or subsidiary with the related
party in the current financial year up to the
quarter immediately preceding the quarter in
which the approval is sought.
3. Any default, if any, made by a related party No related party defaults occurred
concerning any obligation undertaken by it during the last financial year.
under a transaction or arrangement entered into
with the listed entity or its subsidiary during the
last financial year.
A(4). Amount of the proposed transaction(s):
1. Amount of the proposed transactions being Rs.2000 Lakhs
placed for approval in the meeting of the Audit
Committee/ shareholders.
2. Whether the proposed transactions taken Yes
together with the transactions undertaken with
the related party during the current financial
year would render the proposed transaction a
material RPT?
3. Value of the proposed transactions as a Approximately 652.23% of annual
percentage of the listed entity’s annual consolidated turnover of the Company
consolidated turnover for the immediately for the financial year 2024-25.
preceding financial year
4. Value of the proposed transactions as a Not Applicable
percentage of subsidiary’s annual standalone
turnover for the immediately preceding financial
year (in case of a transaction involving the
subsidiary and where the listed entity is not a
party to the transaction)
5. Value of the proposed transactions as a Approximately 211.32% of Related
percentage of the related party’s annual Party’s annual consolidated turnover for
consolidated turnover (if consolidated turnover the financial year 2024-25.
is not available, calculation to be made on
standalone turnover of related party) for the
immediately preceding financial year, if
available.
6. Financial performance of the related party for
the immediately preceding financial year: Particulars FY-2024-2025
(Rs. In Lakhs)
Explanations: Turnover 0.25
The above information is to be given on
standalone basis. If standalone is not available, Profit After Tax (422.80)
provide on consolidated basis. Net Worth (4,104.12)
A(5). Basic details of the proposed transaction:
1. Specific type of the proposed transaction (e.g. Arrangement/Contract/Agreement for
sale of goods/services, purchase of Accepting/Providing Inter Corporate
goods/services, giving loan, borrowing etc.) Deposits.
2. Details of each type of the proposed transaction Arrangement/Contract/Agreement for
Accepting/Providing Inter Corporate
Deposits.
3. Tenure of the proposed transaction (tenure in Repayable On Demand and Continuous
number of years or months to be specified) Arrangement
4. Whether omnibus approval is being sought? Not Applicable
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5. Value of the proposed transaction during a The value of the proposed transaction
financial year. If the proposed transaction will be during the financial year is estimated at
executed over more than one financial year, Rs. 2,000 Lakhs. This includes the
provide estimated break-up financial year-wise. balance of Inter-Corporate Deposit
(ICD) lent by Fujisan Technologies
Limited, which was transferred to the
books of Thacker and Company Limited
upon the merger of Fujisan
Technologies Limited with the
Company, pursuant to the Hon’ble
National Company Law Tribunal
Mumbai Bench, Order dated 1 [st] May
2025.
The transaction is a continuous
arrangement, and the aggregate
outstanding shall not exceed Rs.2,000
Lakhs in any financial year.
6. Justification as to why the RPTs proposed to be The Related Party Transaction supports
entered into are in the interest of the listed entity the working capital and other
requirements of Biodegradable
Products India Limited, a promoter
group entity aiding its operational
requirements.
7. Details of the promoter(s)/ director(s) / key Mr. Arunkumar Jatia and Mr. Surendra
managerial personnel of the listed entity who Kumar Bansal are the Common
have interest in the transaction, whether directly Directors of the Company.
or indirectly.
Explanation: Indirect interest shall mean interest
held through any person over which an
individual has control.
a. Name of the director / KMP Mr. Arunkumar Jatia
b. Shareholding of the director / KMP, whether Mr. Arunkumar Jatia holds 45.74% of
direct or indirect, in the related party Equity Share Capital of Biodegradable
Products India Limited in the capacity of
Director & Promoter.
8. A copy of the valuation or other external party Not Applicable.
report, if any, shall be placed before the Audit
Committee
9. Other information relevant for decision making. Biodegradable Products India Limited
holds approximately 25 acres of
valuable Land near Hinjewadi, Pune.
Although the company is currently loss-
making and has a negative net worth,
this landholding offers significant
potential for future growth and value
creation.
Further it may be noted that Certificate
from Chief Financial Officer (CFO) of
the Company confirming that the terms
of RPTs proposed to be entered into are
in the interest of the Company was
placed before the Audit Committee and
Board of Directors of the Company.
B(2). Disclosure only in case of transactions relating to loans and advances (other than trade
advances) or inter-corporate deposits given by the listed entity or its subsidiary:
1. Source of funds in connection with the proposed Internal Accruals
transaction.
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Note: This item of disclosure is not applicable to
listed banks/ NBFCs/insurance
companies/housing finance companies.
2. Where any financial indebtedness is incurred to No
give loan, inter-corporate deposit or advance,
specify the following:
Note: This item of disclosure is not applicable to
listed banks/ NBFCs/insurance companies/
housing finance companies.
a. Nature of indebtedness
b. Total cost of borrowing
c. Tenure
d. Other details
3. Rate of interest at which the listed entity or its Interest rate – 6.7% p.a.
subsidiary is borrowing from its bankers/ other
lenders.
Note:
(1) This item of disclosure is not applicable to
listed banks/ NBFCs/insurance companies/
housing finance companies.
(2) Disclosure shall be made of borrowings
undertaken by the listed entity with a
comparable maturity profile to the loan/ICD
being granted by the listed entity.
4. Proposed interest rate to be charged by listed Rate of Interest: Upto 9.00% p.a. but
entity or its subsidiary from the related party. not less than 7.00% p.a.
5. Maturity / due date Repayable on Demand and
Continuous Arrangement
6. Repayment schedule & terms Repayable on Demand and
Continuous Arrangement
7. Whether secured or unsecured? Unsecured
8. If secured, the nature of security & security Not Applicable
coverage ratio
9. The purpose for which the funds will be utilized The funds shall be used for operational
by the ultimate beneficiary of such funds activities and including but not limited to
pursuant to the transaction. other business requirements by
Biodegradable Products India Limited.
C(1). Disclosure only in case of transactions relating to any loans and advances (other than
trade advances), inter-corporate deposits given by the listed entity or its subsidiary:
1. Latest credit rating of the related party Not availed.
Note: Standalone rating to be provided while
option to provide structured obligation rating
(SO rating) and credit enhancement rating (CE
rating), if any
2. Default on borrowings, if any, over the last three There have been no defaults by the
financial years, by the related party from the related party on any borrowings from
listed entity or any other person and value of the Company or from any other person
subsisting default. during the last three financial years.
Note: This information may be provided to the The related party has not been
extent it is available in the public domain or as classified as a Non-Performing Asset
may be provided by the related party upon (NPA) by any of its bankers, has not
request. been declared a “wilful defaulter,” is not
undergoing or facing any application for
In addition, state the following: insolvency resolution or liquidation
under the Insolvency and Bankruptcy
a) Whether the account of the related Code, 2016, and does not suffer from
party has been classified as a non- any disqualifications specified under
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performing asset (NPA) by any of its bankers and whether such status is currently subsisting;

Section 29A of the Insolvency and Bankruptcy Code, 2016

• b) Whether the related party has been declared a “wilful defaulter” by any of its bankers and whether such status is currently subsisting;

• c) Whether the related party is undergoing or facing any application for commencement of an insolvency resolution process or liquidation;

• d) Whether the related party, not being an MSME, suffers from any of the disqualifications specified under Section 29A of the Insolvency and Bankruptcy Code, 2016.

Note: Past defaults that are no longer subsisting and have been cured or regularized need not be disclosed. FY2024-2025 FY2023-2024 FY2022-2023